


What If...?

by TiffyB



Category: Captain Marvel (Marvel Comics), Ms. Marvel (Comics)
Genre: Anal Fingering, Autofellatio, Come Inflation, F/F, Face-Sitting, Futanari, Girl Penis, Oral Sex, Prostate Massage, Prostate Milking, Rimming, Sounding, Vaginal Fingering
Language: English
Status: Completed
Published: 2020-08-29
Updated: 2020-08-29
Packaged: 2021-03-06 15:46:58
Rating: Explicit
Warnings: Rape/Non-Con
Chapters: 1
Words: 8,328
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/26171413
Author URL: https://archiveofourown.org/users/TiffyB/pseuds/TiffyB
Summary: This is a "What If...?" version of the previous story. It starts off exactly the same, in case you were confused at the start.In this version, just a couple of universes over, Kamala gets the upper hand and makes Carol her bitch.
Relationships: Carol Danvers & Kamala Khan
Kudos: 21





	What If...?

**Author's Note:**

  * For [Graptharr](https://archiveofourown.org/gifts?recipient=Graptharr).



> This is a "What if...?" version of the previous story, which can be found [HERE](https://archiveofourown.org/works/22301932/chapters/53266918).
> 
> \- [Twitter](https://twitter.com/TiffyBellBooks) \- || - [Discord](https://discord.gg/bKUPTBv) -

“Ya know,” Kamala rolled her eyes, “I’m an Avenger, too! I can totally help on the next… whatever… that happens. I can take a hit. I can give them, too!”

Carol sighed, shaking her head. She really didn’t have time for this discussion. The pent up desires were practically overwhelming, and she needed to relieve some of that stress. Arguing with the brunette was only making her more agitated. “There are a lot of Avengers. Just because you were invited doesn’t mean we call you in for every disaster or crisis. You’re—” the blonde squinted, trying to think of a good comparison, “You know how the military exists?”

“Uh, yeah…” Kamala glared, already feeling insulted.

“Well,” Captain Marvel shrugged, “You’re like if any branch of the military reserves… had its own backup reserves. We’d never call you first—or even second. In fact, I want to say the only way you’d be included is if you were the first ‘Avenger’ to the scene.”

“Psssh!” Ms. Marvel scoffed. “I’m more than a match for whatever’s thrown my way! Go on! Try me!”

Carol nibbled at her bottom lip, trying to keep this short and sweet. The faster she could take care of this nagging urge, the better off everyone would be. “I really don’t have time for this, Kamala. Just drop it, okay? We can discuss this later.”

Kamala scoffed again, a smirk playing across her lips. “You’re just worried I’ll be more useful than you.” Her tone wasn’t entirely serious. “You wouldn’t wanna share the spotlight with another Marvel. You think people would start to confuse us, hm? Maybe they would call me ‘Captain’? I think it has a nice ring to it.”

Carol stopped and spun around on her heels, pointing a finger at the girl. “Listen here, you little shit. You want a test? A real test to see if you have what it takes to be the first wave of defense for Earth?”

Ms. Marvel nodded confidently.

“Okay then. We’ll fight. You and me. You win, you get added to the call list, or whatever it is,” Carol shrugged.

“You don’t even know what it’s called?”

“It’s a secured and encrypted group text message. I don’t know…” Captain Marvel rolled her eyes.

“Oh my god—what? That is so sad. A group text—Wait. Thor has a cellphone?” Kamala arched a brow.

“That’s beside the point, girl. Don’t dwell on the prize when you haven’t heard the consequence.”

“Okay. I get it. If I lose, then I never ask again, and I go back to Jersey City and lay low, right?”

Carol smirked and shook her head. “Oh, absolutely not…”

“Uh,” Kamala tilted her head in confusion, “then what’s the ‘consequence’ part of the deal…?” 

“You help me out… if you get my drift,” the blonde grinned seductively while nibbling her bottom lip.

A deep blush covered Ms. Marvel’s face as she quickly lowered her gaze, a small, coy grin playing over her lips. “Wh-what? You’re kidding, right? You’re just trying to throw me off my game, or make me back out of the deal…! It won’t work. We’ll fight and I’m gonna win,” she stated with every ounce of confidence.

“Oh, trust me. I’m very serious about this. I’ve been dealing with nothing but stress for weeks—maybe months if I really stopped to think about it. Between all of my responsibilities for the Avengers and Alpha Flight, I am at my wits end. All I wanna do is fuck. I need to blow off steam.”

“Wh-what? Hah, okay. Whatever you say! When do we start the fight?” Kamala chuckled, still blushing, but unconvinced Carol was serious.

“Oh,” Carol grinned, her fists already glowing with power. “First rule of being a hero. The bad guys don’t tell you when they’re attacking…”

“Wha—” Kamala’s eyes widened as she tried to react to the super-powered fist zooming into view. Try as she might, she didn’t have the reflexes to dodge it. And yet, as the hit connected Kamala’s unique physiology kicked in, allowing her to simply absorb the blow. She slid back with her feet firmly planted against the ground. Ms. Marvel blinked and stumbled a little as the momentum slowed, but she never lost her balance. “H-hey, that’s no fair! Villain or not, it’s not cool to sucker punch people… That could have really hurt…”

Carol was more than a little shocked at first, too. “What? How are…” There was no way this girl was strong enough to actually take a super-powered punch, was there? “Fine!” she said with a bit of a snarl, “No holding back this time. And now, you have a formal declaration of a fight. That’s what you wanted, isn’t it?” The sarcasm in her voice practically dripped.

Kamala tittered her head a bit, wincing. “That sounds kinda dorky when you say it like that. But yeah, let’s do this! Show me what you’ve got!” She assumed her stance, legs slightly spread and her fists up to protect her face. There were definite gaps in her knowledge of fighting, which made it slightly surprising that the girl had made it this far at all.

Carol’s fists glowed again as she confidently leaned forward in a lethargic manner, as if she was about to fall over, and then rocketed forward in a surge of speed that was far beyond Kamala’s perception. The poor girl never saw it coming this time. Carol aimed for the openings in her stance. A quick left jab to her stomach, followed by an angled uppercut to her ribs, and followed up with an overhanded swinging punch into the middle of Kamala’s chest. It was a simple combo, but with Carol’s speed it was more than enough to quickly take down any opponent.

Kamala hardly moved as each blow landed without the slightest bit of mitigation. As Carol had assumed, there was no way the girl could have reacted to the superhuman speed of her adversary. As fast as it was, it was like all three hits landed at the same time. Kamala hit the ground as she was slammed down by the mighty blows. The concrete cracked around her, the floor rumbling and the whole building vibrated from the impact. Without the slightest bit of hesitation, Kamala pushed herself up while glaring at the shocked hero.

“Come on,” Ms. Marvel scoffed, her face expressing disappointment that her idol was going so easy on her. “You really need to challenge me. I’m not kidding. Stop holding back!”

Carol’s expression soon hardened, turning into a scowling glare as her fists clenched. She didn’t want to hurt Kamala, considering what she had in store for her afterward, but the cocky little junior hero had pissed her off. Captain Marvel’s fists began to glow, the energy illuminating the area. Her whole body gave off an aura of cosmic light.

“Fine,” Carol softly stated under her breath. “You asked for it.”

Kamala squinted, covering her eyes to shield her vision from her brightly glowing idol. The light shouldn’t have been Ms. Marvel’s focus, though. Faster than ever, Carol rushed forward faster than the speed of sound. She was still holding back to some degree just to keep the rumbling and shaking building from falling in on them. An attack at light speed would have surely vaporized everything in the immediate vicinity.

The girl, still unable to dodge the hit, took the full force of it. She propelled backward, slamming into a concrete wall. After the impact, she fell to her knees, wincing as dust hovered in the air.

Slow and calm, Carol walked through the settling cloud to collect Kamala and take her back to her apartment. A smug smile played over her lips as she approached, daydreaming of the lewd and terrible things she was ready to do to the unconscious girl. She wondered how willing Kamala would be to become her sexual plaything. It truly didn’t matter to Carol, considering she was more than willing to force it upon her protégé—Kamala would simply have to learn to live with her lot in life.

After all, the girl simply wasn’t on Carol’s level. Being as strong as she was, Carol could do as she pleased to Kamala… or to anyone else she wanted. Who was going to stop her? The other “heroes” knew what she did in her spare time. Everyone simply turned a blind eye to her misdeeds and deviancy. They all had their own dark secrets that could never see the light of day. There had to be a clear difference between the heroes and villains or else the whole world as they knew it would collapse. A simple facade of justice and righteousness with just the right amount of manipulation through the media was the only thing keeping many of the so-called heroes from exile or worse. Compared to the darker tastes of many heroes, Carol’s desire for a harem of young, submissive super-powered whores was almost acceptable.

The dust began to settle and Carol fully expected to find Kamala embedded in the wall or crumpled against the floor. She would be the first of the harem. All of that energy and spirit would be broken and Kamala would only lust for Carol’s pleasure.

And then Carol heard a cough that immediately stopped her. There was no way Kamala was still conscious after that hit. As the dust settled a bit more, the girl finally stood up, looking more than a little pissed. The blow had fazed Kamala to some extent but certainly not as much as it should have.

“Is that…” Kamala paused, glaring in accusation, “the best you can do?”

Carol was still shocked and took a step back, somewhat confused by how the girl was seemingly fine despite a hit that would have injured even the strongest of opponents.

“If you’re this weak then why am I worshiping you? You’re my idol—were—my idol, I should say.”

Carol growled as she walked up to Kamala, raising a hand and pointing her finger. “Listen to me. You have no idea what you’re talking about.”

“Okay,” Kamala scoffed. “You’re either still holding back or you don’t deserve your position or anyone’s respect.”

“You don’t know the first thing about respect. You haven’t earned the right to question me like this. Do you know how many times I’ve saved the world? Hell—the universe, even?”

“Let’s really put this to the test, then,” Kamala shrugged. “I’ve taken everything you’ve thrown at me. Let’s see if you can do the same for me.”

Carol still glared as she defiantly stood up straight, taking on a more proud and heroic stance, ready for anything the haughty girl might throw at her. “Bring it, kid!”

Kamala performed a quick stretch before launching an assault on the esteemed hero. The girl’s speed and strength were nothing to balk at, but Captain Marvel should have easily been able to avoid the “embiggened” fists as they hooked left and right. Both strikes landed against Carol’s face, her head forced to turn to the opposite side before the next slammed against her from the other direction. She staggered back, raising her hands to ready her own counter assault against Kamala. She wouldn’t allow this cocky upstart to think she had the upper hand.

But Kamala wasn’t finished with her first wave of attacks. Punch after punch landed against Carol’s stomach, chest, and face. The final blow was an uppercut to her chin, sending her off the ground in a seemingly slow motion arc into the air before thudding down against the ground upon her shoulder blades.

Carol’s head swam as she placed her palms against the cracked concrete floor while trying to push herself up. There was no way she would let this play out like this. It wasn’t how Captain Marvel saw her devious plans playing out at all.

Kamala stood over Carol, placing her foot against Captain Marvel’s chest to push her back down. “So you weren’t holding back…”

“Fuck you,” Carol spat. A tiny trickle of blood trailed down the corner of her mouth where her lip had split.

“…And that can only mean you’re much weaker than everyone thinks you are,” Kamala smirked.

“I’ll wipe that grin off your face,” Carol growled as she grabbed Ms. Marvel’s ankle in an effort to push her away.

Kamala continued her smug expression as she lifted her foot. Her entire leg and boot grew larger and larger as she lifted it.

“Oh shi—” Carol gasped, her eyes wide with panic as Kamala’s foot slammed down against her with full force…

Carol’s eyes flickered open. Her whole body ached. It was like the worst hangover of her life, and she’d had more than a few to compare it to. A pained groan slipped from her lips as she lifted her head, which only further exacerbated her aches and pains. Her scowl of discomfort quickly shifted to confusion as she realized she was in her S.H.I.E.L.D.-appointed living quarters. The blonde started to wonder if she had merely been having a bad dream. She scoffed, glancing over her nude body. It made more sense that she had gotten drunk and passed out in the nude than some lowly wannabe kicking her ass… although everything still ached. Maybe it had been a fever dream of sorts? After all, how would Kamala have even known about her apartment? How would she have gotten them back here? 

“Oh good,” Ms. Marvel casually walked into the room, a smug smirk creeping over her lips, “I thought I heard some movement in here. Did you sleep well? You were out for a while.”

Carol glared at the brunette. She didn’t even attempt to cover herself. After all, she knew she was the perfect specimen. Every bit of her body was soft and without blemish, detailed with hard muscles that contrasted each curve and swell of her feminine form. There was no need to hide herself, especially from someone she knew lusted after her. “What happened?” She asked, still not certain she knew what had transpired before now. There was no way she was going to admit defeat to this girl if it hadn’t actually happened…

“Uh,” Kamala arched a brow, “I beat your ass—Easily…” she added with a bit of venom in her voice.

Carol still stared in disbelief. “Bullshit. If that’s true then how did we get here? You don’t have access to this facility.”

Kamala approached and sat at the foot of the bed, turning her back to her beaten idol. “Did I hit you that hard?” She glanced over her shoulder and rolled her eyes. “Also, you know I’m a hero too, right? It’s not that hard to get a little information. And, when you show up with an unconscious Captain Marvel, they tend to not ask many questions…”

“How’d you do it?” The blonde sat up, looking herself over. Aside from the dull ache of having been pummeled, she was generally fine.

“Uh,” Kamala shrugged, “You’re not that strong. Sorry to break it to you.”

“Again. Bullshit. Do you know what I can do?”

“It doesn’t matter, cause it sure as hell didn’t hurt me. So,” Kamala turned, cocking her head to the side, still deviously smirking, “that means I’m stronger than you. And, it’s funny—S.H.I.E.L.D was more than willing to test me while you were unconscious for nearly a full day.”

Carol seethed with anger. She gripped the sheets while her jaw visibly clenched.

“Turns out,” Kamala continued, “while they don’t officially rank heroes by power level, there’s sort of a list. And don’t worry—! You’re still on that list, but uh, guess who else made the cut?” The brunette winked, that grin still so full of pride and malice. “So we’re gonna be working together a whole lot more. I bet you’ll end up as my sidekick. You’ve already got the ‘Marvel’ thing in your name. Should we just switch names? I could be the Captain, and you’ll be my cute little blonde bimbo that always gets in trouble and needs saving. But don’t worry, Momma Marvel will always come to save you.” She giggled, her voice dripping with a mimicking, juvenile tone.

That was the last straw for Carol. Her eyes glowed as she stared at the cocky girl sitting just in front of her. She would put Kamala in her place, down on her knees, begging to be part of any team at all. The brunette would still be the first in her harem of fuck-sleeves if Carol had it her way. She would make certain of that. A smirk of her own crept over her lips as she realized she had the advantage here. This was her place. She had her own toys and devices here. A dildo, a thick plug, electrified clamps—They were all great ways to spice up any bedroom. There were even some more less conventional toys for roleplay. Carol glanced to her nightstand, looking past the bottle of lube and the string of beads, to a collar.

The blonde’s smile widened even more. The dumb girl had no idea what she was in for now. With all the superhuman speed she could muster, Carol grabbed the collar and pounced upon Kamala, tackling her to the ground in front of the bed while securing the collar in place around her neck.

The naked blonde straddled Kamala’s waist, grinning down at her in victory. “Let’s see who’s more powerful now, you little brat!” 

Kamala blinked, somewhat dazed by the sudden attack. 

“Should we see if you can take a hit now, hm?” Carol placed her hands against Kamala’s shoulders as she stared down at the girl’s shocked visage.

The brunette only hoped she was pulling off acting frightened. While it was shocking to be tackled, Kamala knew there was no threat of danger. The girl had more than enough time with Carol being unconscious to rifle through all of her things. It was surprising to find out just how truly kinky her idol was.

There was only so much she could plunder around before finding that little collar. Aside from being into some perverted stuff, Carol had a collection of power-limiting devices as sexual aides. It was an odd discovery made even more awkward when she left the room with the various devices in tow, asking visibly disturbed S.H.I.E.L.D agents what the things were. Kamala could certainly see the appeal of a power struggle. How else would a submissive with god-like powers ever be able to commit to the play if she was never truly submitting.

As clumsy as Kamala was with the collar, she had pressed a few too many buttons and had opened the battery compartment. With the collar now securely around her neck, it was perhaps a bit of luck that she hadn’t been able to get the battery back in place. She wondered how long it would take Carol to notice that the collar didn’t work. She decided to merely see how this would play out. After all, Kamala’s idol was naked and straddling her, so it wasn’t all bad…

The brunette fought back a grin of amusement as things worked out so unexpectedly perfect. “Wait,” Kamala gasped, only adding to the game she played.

“Oh!” Carol smiled down at her prey, “The time for waiting is over. You’re all mine now. I don’t know how I could get so lucky, but I’m going to enjoy having fun with you.”

Captain Marvel leaned down, her body pressing against Kamala’s as she forcefully pushed her lips to the girl’s and shoved her tongue into her mouth. Kamala resisted for a moment, attempting to turn her head from side to side as Carol’s tongue swirled around in her mouth. She couldn’t resist for long and soon found herself tilting her head and pushing her tongue into Carol’s mouth in return. The blonde pulled away and licked her lips before delivering a harsh slap to the girl’s face.

“Who said you get to enjoy yourself? You’re being punished.” She smiled. “You’re not supposed to enjoy your punishment… unless you’re already some kind of slut like that. Are you a slut? Or is it just because it’s me on top of you? I see the way you look at me. You’ve dreamed about this moment… About burying your face between my legs.”

Kamala blinked. A light blush crossed her cheeks. Hiding the truth from her attacker had been difficult so far, but she hadn’t been prepared to endure such a humiliating interrogation. “Uh, hold on…”

Carol grabbed Kamala by the throat, applying just a bit of pressure before leaning in once again and licking her cheek. “You can think your reply over all you want. But I’m going to need to be entertained in the meantime.”

The blonde hero pushed herself up, repositioning herself with her knees just past Kamala’s shoulders, giving the girl a perfect and up-close view of her shaved pussy and the light sheen of wetness dripping from it. Kamala’s cheeks reddened even more. She knew exactly what was expected of her at this point. She inhaled deeply, savoring the scent of her idol’s cunt. She was supposed to not want this—to resist it at all costs. The game she played against Captain Marvel couldn’t be given away by appearing too enthusiastic about this.

“What’s wrong? I told you I needed to fuck. So, we’re going to fuck. You shouldn’t be surprised” Carol smirked as she scooted forward a bit more, her pussy covering Kamala’s panic-stricken face. Kamala inhaled deeply, savoring the scent of her idol’s sex. This whole scenario was definitely getting out of hand, but in the best possible way.

“Not so powerful now, are you?” Carol scoffed. “You’re barely even putting up a fight. So fucking weak.” The blonde reached down, running her fingers through the girl’s hair before taking a handful in each fist and forcing Kamala’s face against her needy pussy.

At first, Kamala hardly responded. Her cheeks burned as she could hardly believe this was really happening. The longer she was held against Captain Marvel’s pussy, the sooner she realized she couldn’t breathe.

Carol chuckled, wiggling her hips from side to side. “Come on, you want air? Then you better get to licking, you little bitch.”

Kamala didn’t have to be told twice. She hesitantly opened her mouth while taking in a deep, labored breath. Carol’s scent was still just so intoxicating. She worried she would give the game away as she pushed her tongue out, sliding against Carol’s dripping pussy. Her nose rubbed against the blonde hero’s clit while her tongue lapped up and down her slit.

“Good girl! You’re really getting into it. I wonder if you’ve done this a lot?” Carol smirked, slowly grinding her hips.

Kamala was lost in her own little world as she was “forced” to service her idol. Fervently, she kept licking Carol’s cunt. It was such an intoxicating feeling to be under her control. Kamala wasn’t the only one enjoying herself, though. Carol ground her hips against the girl’s face while tightly holding her head in place. Her breathing deepened as she closed her eyes and moaned. The blonde was already so close to cumming. She groaned again, biting her bottom lip as she pushed herself down against Kamala’s face.

“You can do better than that,” Carol teased. “If you want to breathe you’re going to have to make me cum…”

The blonde pushed down a little harder, effectively smothering Kamala. The girl was alarmed at first, but the threat only pushed her to work harder. She licked and suckled down Captain Marvel’s sweet juices while the rest dribbled all over her cheeks and down her chin. Even as tightly held against the woman’s pussy as she was, Kamala still tried to lean further into the hero. Her nose was in constant contact with the blonde’s hard clit, rubbing against it while she desperately tried to get Carol off as quickly as possible.

Kamala had been trying to restrain herself so far, but she didn’t know if she’d ever get another chance like this again. She reached up, her whole body overwhelmed with pure, primal lust for the hero. Her hands shook the whole time until they planted against Carol’s firm, round ass. It was like a dream come true for Kamala. She gently squeezed and caressed the twin mounds of muscled flesh, knowing that even if Carol didn’t cum soon and she did end up smothering between her idol’s thighs, at least holding Captain Marvel’s ass in her hands would be the last memory she ever had.

Lucky for Kamala, as her lungs began to burn, she heard the muffled sound of Carol crying out in pleasure. The blonde’s movements quickened all of a sudden, smearing her femme-cum all over Kamala’s face as she came. Her grip on the brunette’s hair slackened, although she maintained the position while simply enjoying the afterglow of her orgasm. With a soft sigh of contentment, she glanced down to Kamala’s twitching and flickering eyes as she was on the verge of passing out.

With a sly smirk, Carol finally pulled back, allowing Kamala to take a deep breath. Her face might as well be fully coated with her idol’s wetness. Still gasping, she rested her head against the floor and closed her eyes. She never quite appreciated the sensation of fresh air filling her lungs until now. She felt the steady thump of her pulse throughout her body as she simply laid there, unable to move. The girl had almost forgotten about the other woman still straddling her face, if not for Carol resting her perfect ass against Kamala’s chest.

The brunette coughed as she struggled, finally opening her eyes again to see Carol’s devious smirk. The woman breathed heavily as well, her chest rising and falling as she leered down at her prey. A light sheen of sweat covered her body, only making every curve of her perfectly muscled form that much more appealing. Kamala’s eyes lingered for perhaps a bit too long at her glistening abs and her hard, perky nipples.

“Not bad,” Carol smiled, “but I expect better next time.”

Kamala still blushed, slightly taken back by the woman’s domineering aura. “L-listen, I have to tell you the truth… Before this gets any further out of hand—”

“Oh!” Carol interjected, “I know.”

“…You know? So, you were just playing along? How could you tell?” Kamala blinked, still finding it very difficult to keep her eyes from straying from Captain Marvel’s magnificent body.

“Let’s just say, you don’t eat pussy like a girl that’s doing it under the threat of suffocation.” Carol licked her lips. “You wanted this. In fact, you’ve always wanted it, if I had to guess. All that fanfic you write? Come on… I bet there’s no better honor for a dirty girl like you than to become one of my playthings. I bet you don’t even need the limiter collar.”

Kamala blinked again, her brow furrowing in confusion. This definitely wasn’t the way she saw this going, or Carol not noticing the device wasn’t working at all. She nibbled her bottom lip as she weighed her options.

There wasn’t much time to make any kind of decision. The blonde was already standing, picking Kamala up off the floor and tossing her onto the bed. As the girl bounced, Carol was already upon her, unbuttoning and tugging away pieces of her costume before hastily tossing them aside.

“W-wait—whoa…!” Kamala protested, although she certainly didn’t resist as she found herself more exposed by the moment.

Eventually, she was just as naked as the woman pressing down against her. Kamala’s heart fluttered as Carol ground her naked body against her. The blonde’s knee pushed between her legs, her thigh rubbing against the girl’s wet pussy. Carol moaned as she rubbed her thigh up and down while grabbing her by the wrists and holding her down. She nuzzled against Kamala’s neck, nibbling and sucking at her before lightly nipping at her ear.

“Go on,” Carol purred huskily, “enjoy yourself again. I know you like it.”

Shivers ran through Kamala’s body. Even though Carol was a creep and a pervert, the girl couldn’t deny that she was currently enjoying herself. She moaned as she tilted her head to the side, allowing Carol to be as dominant as she wanted to be. The rain of aggressive licks and nips to her skin only further sent electric tingles of pleasure coursing through her body. Her breathing quickened as she relaxed and let her idol toy with her body.

Carol repositioned herself slightly, moving her thigh from between the excited girl’s thighs. While still caressing and rubbing against Kamala’s body, the blonde hero pressed her palm against the girl’s wet pussy, two fingers easily pushing inside and eliciting a gasp of surprise.

“Get ready,” Carol whispered into the brunette’s ear.

“F-for—?” Kamala hardly had time to respond before Carol went to work. Her eyes went wide as Captain Marvel’s fingers moved with superhuman speed, pumping in and out of her dripping cunt. “Oo-oh… f-fuck…!” her eyes rolled back and she struggled to pull away from her idol. There was simply no way she could endure such attention, especially there.

The fingers kept at their pace, making Kamala’s wetness easily splash about onto the sheets in a large, spreading puddle. The sensation was so intense that the girl wasn’t entirely certain if she had climaxed or not, or if she was simply reaching toward an orgasm that was yet to peak. Kamala gripped the sheets for dear life while Carol held her down, doing her best to keep the girl from denying this orgasm.

“Not yet, you little slut,” Carol scolded Kamala as she pressed her thumb to her clit. The digit moved at so much energy and at such a speed that it was nearly impossible to see any motion. Kamala certainly felt it, though. Her toes curled and her whole body seized up as she tried to pull away from the blonde. It was simply too much to endure. She was certain Carol had to know something was up by now. Any normal woman wouldn’t have been able to survive such a thing, much less the orgasm that it might have inflicted.

Kamala cried out some seconds later, as if the shock had rendered her vocal chords inoperative until then. She bucked her hips, trying her best to escape the clutches of Captain Marvel and the never-ending orgasm. Even as she climaxed, the sensation continued to intensify until she was certain she was about to lose her mind. Was this what Carol had in mind? Was this how she was going to enslave heroes and start a sex-starved harem? As a plan, it sounded stupid but as Kamala experienced the technique firsthand, she had to admit, it was a solid idea.

The girl was on the verge of begging, willing to give up everything, and would forsake her entire life to make this pleasure stop. Luckily for Kamala, it stopped on its own, leaving her a gasping, shivering mess. The brunette was covered in sweat, the puddle on the sheets between her legs was massive, and she was far too exhausted to do a damn thing except lay there once again.

“You ready to do me again? Since I took care of you so nicely?” Carol smirked, straddling Kamala’s hips once again. Kamala didn’t respond at first, which only made the situation that much more surprising as she felt Carol repositioning once more. Her eyes flickered open just in time to see the muscled globes of her idol’s ass steadily approaching her face. Kamala raised her hands to push her away, but the momentum kept the blonde as she sat on the brunette’s face. Back and forth, Carol rubbed her dripping pussy against Kamala’s face. “You seemed to have a good handle on licking pussy. Ever eat a hero’s asshole?” Carol laughed as she settled herself against Kamala’s face, rubbing her tight, pink pucker against the girl’s lips.

“Go on,” Carol smiled, “You better get used to making out with my ass. You’ll be doing it plenty enough when I’ve broken you in. You might as well learn to like it.” She reached down, idly toying with Kamala’s hard nipples, flicking the hard, little peaks back and forth before pinching and tugging them.

Kamala could have easily overpowered Carol, especially as she was pushed toward the edge of her boundries. And yet, the ruse really hadn’t gone too far yet. This was still in the range of what she would have normally done, albeit on the more extreme side of things. Best of all, she could still breath in this position. Hesitantly, Kamala pressed her lips to her idol’s asshole, gently kissing the forbidden hole.

“You can do better than that,” Carol laughed, somewhat surprised the girl was doing it at all.

The brunette hesitated again, unsure if she really wanted to do this. It hadn’t been too bad yet. Slowly spreading her lips, she pushed her tongue out and circled the tight ring of muscle. Carol gave a gasping moan as she lazily ground herself against the girl’s face. Kamala’s tongue continued to swirl around her asshole, lapping back and forth as her zeal for pleasing her idol only increased. She still held Carol’s ass cheeks, squeezing the firm muscle while spreading them wide to allow her better access. The longer she serviced the blonde’s rear, the more ravenous she became. The slow and hesitant licking eventually turned to noisy lapping and slurping.

Kamala pushed her lips tightly against Carol’s asshole and plunged her tongue in, lovingly rimming the hero for all she was worth. Captain Marvel, moaning and gasping in pleasure, had given up doing anything to Kamala’s body. Instead, she reached down and began to play with herself. Her middle and ring finger pushed against her clit, and with the same type of super-speed she had used against Kamala, started vibrating against herself at near sonic speed. The result was quick and loud as Carol passionately cried out. She pushed her rear down hard against Kamala’s face while she continued to rim her. The blonde’s juices dripped over Kamala’s chin and neck, further drenching her with sexual fluids.

Coming down from her second orgasm, Carol sighed with contentment, but realized she’d feasibly pushed down too hard—especially since Kamala had been “depowered.” Her eyes widened with alarm as she slowly eased up, only to still feel Kamala’s tongue wiggling around against her asshole. The girl certainly wouldn’t have been okay if not for the collar being deactivated. She was certain Carol had to realize by now.

Carol purred and pinched Kamala’s nipple. “I guess it’s your turn again. Any requests?” The blonde smiled as she stood and turned around. A thick, intimidating and throbbing length jutted out above her pussy, complete with a hefty set of balls.

Kamala idly licked her lips, still staring at the hero’s ass… and then she turned around. She blinked, and then all of her strength finally came back as she pushed herself into a sitting position and scooted back on the bed. “Wh-whoa… Hold on. What the literal fuck is that?” She pointed.

“It’s my little bitch-breaker. I think you’ll be getting very acquainted with it very soon,” Carol smirked as she wrapped her fingers around it, giving it a few strokes.

The girl still stared in confusion. “As someone who was just very intimately involved between your legs—that was not there before. I think I would have noticed…”

“You’re not losing your mind,” Carol smirked, “it only appears when I get too worked up. I usually like to keep my secret weapon hidden until I really need to use it. But, I guess now is as good a time as any. So, do you wanna suck me off, or should I just start with repaying the favor and probing your cute, little asshole with this thing?”

Kamala still focused on the awkwardly large length of cock. Even as a relatively new hero, she had seen some wild things. This definitely topped this list as the most crazy and unnatural thing she’d encountered. She quickly shook her head, flat-out stating she wasn’t up for either option. She still stared, though, absolutely fascinated by the growth.

“A little spark of resistance in my fuck-toy? You seemed like your were coming around. That’s a shame. But, as soon as I make you cum with this hard thing sliding deep in your asshole, you’ll be begging to ride it again,” Carol chuckled before lunging toward the brunette.

Kamala, still having none of it, enlarged her hands and intercepted Carol, grabbing her and easily holding her in place before pinning her against the bed. The blonde was confused by the girl’s sudden reclaimed powers. She stared at the collar, wondering why it had stopped working. And then everything started to fall into place. Had it ever actually been working?

Captain Marvel didn’t have much time to think it over as Kamala stared over her curiously. “So,” the girl narrowed her eyes, “Does it work like a normal dick?”

“Give it a kiss and find out,” Carol winked. She was somewhat angry about how things had turned out thus far, but still had hope she could make Kamala into her personal slut.

“Not a bad idea,” Kamala just couldn’t take her eyes off the hard, tempting length of girl-cock. She wouldn’t kiss it, but she did wrap her fingers of her free hand around the big, throbbing thing. Her hand was still slightly enlarged to encompass the whole member.

Carol struggled against Ms. Marvel’s grip, trying her best to escape the hand that wrapped around her body, all while trying to resist the pleasurable sensation of the girl’s soft hand squeezing her cock. “Let me go… before I…!”

“Before you what?” Kamala glared while slowly stroking the pulsing length. “What are you going to do to stop me? Or, maybe you’re just worried you’ll cum too quickly?” The girl snickered at how truly pathetic her idol was.

The blonde still struggled so helplessly in Kamala’s grip. Ms. Marvel may have been stronger than her by some cruel twist of fate, but she gave up just a bit more power in her futanari form, making her far inferior to the girl’s whims. It didn’t help that she was too distracted by that hand slowly jerking her sensitive shaft to put up any kind of fight.

“F-fuck, please!” Carol cried out.

“Please, what?” Kamala giggled as her hand covered the head of Carol’s dick and agonizingly rubbed it in slow circles just to watch the woman twitch and gasp in undeniable pleasure.

“S-slow down! It’s too much at once…!” Carol pleaded, knowing she was about to cum.

“Aw, so sensitive,” Kamala listened, easing up just a bit but still continuing the same basic motion. She loved the way all of that clear pre-cum flowed from the tip, making it easier for her palm to keep rubbing. She eventually started massaging the copious fluid all over Carol’s shaft, making sure the whole thing glistened in the light. “Why would you ever reveal such an obvious weak point?”

The blonde kept her eyes tightly shut as she ignored the girl’s mockery. It wasn’t like she had intentionally gotten this excited, or knew that her prey would regain access to her powers and overwhelm her so easily. She clenched her teeth as she tried to fight the climax welling up within her. She tilted her head back and gave a groan of pleasure as her cock throbbed and pulsed. But the feeling of divine relief never came. She felt a pressure against the head of her cock and something pushing inside, effectively stopping her orgasm in its tracks.

Carol’s eyes opened wide as she winced in discomfort for her ruined climax and the uncomfortable sensation of something sliding into her cock. “Wh-what are you doing?!” She gasped while her struggling renewed to no avail.

“Huh? Oh! Just experimenting. You don’t mind, do you?” Kamala smiled as she kept the morphed finger plunged into Captain Marvel’s cock.

The blonde winced while her heavy load was effectively stopped in her length. “You have to stop this,” she gasped in desperation.

“Oh, sure. Yeah, I can do that,” Kamala played stupid as she further morphed her hand to allow her to gently massage the length while keeping her finger plugging her dick hole. She caressed her palm against the bulge in Carol’s dick, slowly easing the cum back down her shaft. The blonde continued to wince, quickly shaking her head as the heavy load was pushed back down into her balls once more.

“There,” Kamala happily chirped, “Now it’s right back where it belongs.”

Sweat already dripped from Carol’s forehead from the stress of the situation and the torture she was being put through by the seemingly clueless girl. “N-no, please. That’s n-not what I meant! G-get your finger out…! I need to cum…!”

“You already came before now. You’re just being greedy—especially since I’m in control,” Kamala scoffed. “But, if you really want it, I guess I can be nice and at least take my finger out.”

“Thank—,” Carol’s eyes widened as Kamala’s finger thickened a bit before being pulled out in an instant, “you…!” she continued with a whimpering gasp of pleasure and pain. As the tip of Kamala’s finger came out, a little spurt of leftover jizz splattered out with it, weakly dribbling down her cock. She gasped, at least glad the intruder had been removed, but still having to deal with the ache in her heavy, bloated balls since her orgasm had been more than ruined. Her lips quivered as she relaxed, although she was still completely restrained by Kamala’s other hand.

“You’re welcome!” Kamala smiled. “You know, if you really want to, I know a great place for that big load.” The girl nibbled her bottom lip as she circled her fingers around the half-erect length.

Carol weakly opened her eyes, not entirely sure she could endure anymore of the girl’s ridiculous cruelty. And yet, as Kamala wrapped her fingers around the length again, she could only assume the girl planned on finally allowing her to cum. Her cock hardened to its full length again while Kamala leaned in close, her eyes laser-focused on the head as pre-cum dribbled from the tip once more. Her balls still ached, but being able to cum would make it all worth it, especially if Kamala was going to suck her off in the process.

The blonde lost herself in the little fantasy of the girl’s lips wrapping around her spasming cock head while load after load of thick cum filled the junior hero’s stomach. It didn’t take much longer for Carol to approach her orgasm again while the girl’s soft and attentive hand perfectly stroked her. She just needed to feel those lips and she’d finish.

“C-come on,” Carol moaned. “I wanna feel some lips wrap around my cock.”

“As you wish,” Kamala purred.

Carol’s eyes flickered open as she felt herself being pushed onto her shoulders, though. There was little she could do as she looked into Kamala’s cruel gaze, and then her focus was only on her own big, pre-cum-dripping cock looming above her face. It was confusing at first, but she quickly caught on to what was expected as the hefty length rubbed against her lips. She turned her head from the side to side, but Kamala grabbed the length and pushed it between Carol’s protesting lips as she tried to loudly dissent.

With her mouth full of her own dick, Carol was less than happy, especially since it was so far in that she couldn’t spit it out. There was no choice but to taste her own pre-cum as it dripped onto the back of her tongue. It practically pushed against her throat as it continued to drip, forcing her to swallow it all. A deep blush covered her cheeks as she stared up at Kamala’s still-smiling face. The damned girl knew exactly what she was doing.

“Is this not what you had in mind?” Kamala giggled. “That’s okay. I have an idea I think you’ll enjoy… Since you like things in your butt so much…”

Carol’s face burned with embarrassment as she tried to wiggle free once more. She was in such a compromising position. Her eyes crossed as she felt Kamala’s pinky finger circling her asshole. She knew exactly what was about to happen as the digit slowly penetrated her rear. While it was a bit of a shock, it was nothing compared to the sensation of the finger suddenly enlarging and stretching her so suddenly. It felt bigger than any of the toys she’d previously used, and what’s worse was the way Kamala continued to wiggle her finger around.

Secured on her shoulders with her leaking dick shoved between her lips and a thick finger up her ass, she knew it was only a matter of time before she was forced to climax. Kamala leered down at her idol, though, as her hand stretched and contorted to allow for maximum versatility with the way she played with Carol’s body. Her palm settled against the blonde’s heavy, bloated balls, gently caressing and rubbing them to make sure this load was as big as possible.

Two fingers stretched forward, coiling around Carol’s length before stroking it up and down, effectively making sure there was a steady stream of pre-cum pushed into the blonde’s mouth. This continued for a while, slowly acclimating Carol to the idea of sucking herself off. After all, the hero just wanted to cum—however it happened didn’t seem to be very important, especially after a bit of training.

Kamala’s finger still pumped in and out of Captain Marvel’s ass. It had enlarged slowly over time, incrementally getting Carol used to taking large objects in her otherwise virgin-tight asshole. The digit had only briefly bumped against Carol’s prostate, but Kamala had taken note of the way the blonde reacted—her body clenched and twitched all of a sudden. It was something she truly didn’t understand, but there were a few fanfics she had read that had an odd fixation on guys taking in the ass. They always came so hard, and so much! It had to be a lie.

Still curious and experimenting on her idol, she had saved this for the grand finale. Her finger lengthened again before applying all of her super-powered might against that particular spot. Carol’s eyes widened and she gave a muffled scream of distress while she tried to escape.

Kamala blinked. Apparently it was a real thing—imagine that! She kept pushing and massaging that spot, watching Carol’s big dick pulsing and throbbing while her nuts clenched against her body. Load after load of jizz pumped into the blonde’s mouth. She swallowed at first, but the flow was too strong. She sputtered and coughed as the heavy loads of jizz continued to fire into the back of Carol’s throat. The white, messy spurts overflowed from her mouth as her cock kept spasming. Eventually, twin spouts of thick cum erupted from the woman’s nose before splattering back down against her face.

Carol was on the verge of drowning in her own cum before Kamala finally let her go. Exhausted, the blonde fell back into place on the floor. Cum still flowed from her mouth and her stomach bulged from the excessive amount she had been forced to swallow. Even still, small amounts still oozed from the tip of her softening cock.

“Wow,” Kamala scoffed, “I can’t believe you made such a mess. And you wanted me to take all that…? Without my powers?! You’d have killed me! Ya know,” she continued, turning her back on her idol, “It’s a good thing we found out the truth about you. You’re not anywhere near as strong as you say you are. We’ve just been told you were one of the best and we believed it. Captain Marvel is just a weak pervert. You’re old news now, and I’m going to make sure everyone knows.”

“W-wait…” Carol coughed, cum still sputtering from her lips. “You can’t tell. I’ll make it worth your while…”

“Uh, too late,” Kamala blinked and spun on her heels, glaring at her former idol. “You were knocked out for almost a whole day. I got bored and already let the other Champions know… Let’s just say, I’m apparently not the only one that’s willing to serve some justice. And the sad thing is, I bet you’re looking forward to all of it…”

There was a sudden knock on the door. Carol hoped it was S.H.I.E.L.D. operatives come to check on her. She didn’t care if they saw her like this, laying in a puddle of her own cum. She just needed to be saved! They would certainly believe her over this girl. The door hissed before sliding open, revealing a handful of other heroes, all their eyes curiously drawn to the disgraced hero on the floor.

“You weren’t kidding,” the stunned junior heroes said, almost in unison as they awkwardly tried to decide what to do. “Are you sure this is okay? She seems, uh, kinda out of it…”

Carol slowly pushed herself to her knees. She wasn’t saved, but maybe she could still use a good fuck. Jizz still coated her skin as she licked her lips, looking more than ready for them all to fuck her silly.

“Yeah, she’s ready for anything,” Kamala smirked as she made eye contact with the insatiable blonde hero…

**Author's Note:**

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> 
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